Why Did KKR Win?


Forgive me if this seems like a stupid question, but why did KKR win when their bid was lower than Ross Johnson's?

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The shareholders did not want Ross Johnson to gain control of the company for all his excessive spending and the huge payout Johnson to receive.

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Yep -- they essentially paid out more money not to have Johnson as the leader going forward. But then a lot of football teams choose to pay more to have a better quarterback.

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I'm having a hard time rationalizing why Charlie Hugel was so adamant against Ross Johnson, too. Charlie Hugel's job#1 was to get the best possible dollar for the shareholders, and not to worry about how the company might be with Ross still at the helm after the buyout took the company private. That was none of Charlie Hugel's business or concern.

Yes, Ross was extravagant, but he truly loved running that company, and yes, had Ross' team won, the burden of profitability would have been solely on him, so I don't blame Ross for his extravagance, if that burden was on me, I would probably want to be the only person who decides how big of an "air force" I would need to have. Because at that point, my perceived largess would be none of Charlie Hugel's business, as the people (shareholders) he represents are now out of the picture. It would be between me, my management team, and the investors whose money I borrowed and who Charlie Hugel does not represent.

I don't understand why his contempt for Ross' package would ever lead him to choose the lowball figure, leaving behind some of the soon to be bought-out shareholder's money lying on the table. You would think he was setting himself up to be sued by a minority of shareholders who eventually wised up and who otherwise expected top dollar to be fetched without any concern of the company's trajectory after it went private. Charlie let his hatred of Ross's extravagance cloud his judgement, even though Charlie had grabbed his share of pampering on the Riviera himself.

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I don't understand why his contempt for Ross' package would ever lead him to choose the lowball figure, leaving behind some of the soon to be bought-out shareholder's money lying on the table.
Whether they gave more of the overall reasons to explain to Hugel or not, don't forget that at least the general numbers on the deals where correct.

Maybe they left out some key differences in the deals....or maybe somebody for once was more worried about the future of the company and the employees.

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KKR's money was guaranteed; their financing simply was superior to the financing obtained by Johnson's management group who, in the end, might have ended up paying less than KKR's $109/share. Combine that with the fact that the board was truly miffed by Johnson' deal and you've got the reason why KKR was chosen over Johnson.

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